Notice of Annual General Meeting 29 September 2025

BEING AI LIMITED
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Notice is hereby given that the Annual Meeting of Shareholders of Being AI Limited (the ‘Company’)
will be held online via Computershare’s online meeting platform: https://meetnow.global/nz on
Monday 29 September 2025, commencing at 2:00 p.m. To attend the meeting online, please read the
accompanying Virtual Meeting Guide.
BUSINESS OF THE MEETING
1. Remuneration of Auditors — Ordinary resolution
To authorise the Board to fix the remuneration of the Company’s auditors for the forthcoming
year.
2. Election of Greg Cross as Director – Ordinary resolution
That Greg Cross be elected as a director of the Company
3. Election of Michael Stiassny as Director – Ordinary resolution
That Michael Stiassny be elected as a director of the Company
4. Election of Paul Forno as Director – Ordinary resolution
That Paul Forno be elected as a director of the Company
5. Election of Steve Phillips as Director – Ordinary resolution
That Steve Phillips be elected as a director of the Company

NOTES
1. Voting entitlements
The persons who will be entitled to vote on the resolutions at the Annual Meeting are those persons
who are Being AI Limited shareholders at 5pm on Friday, 26 September 2025.

2. Attending the Annual Meeting
If you wish, you can vote at the Annual Meeting online at: https://meetnow.global/nz.
For more information about attending and voting at the Annual Meeting, please refer to the Virtual
Meeting Guide that accompanies this Notice of Meeting.
3. Proxies
All shareholders of the Company entitled to attend and vote at the Annual Meeting are entitled to
appoint a proxy to attend and vote for them instead. You can do this be using one of the methods
outlined below:
• Completing the proxy/voting form online at www.investorvote.co.nz; or
• Completing the proxy/voting form and either posting it or emailing it to the Share Registrar.
A proxy form is enclosed and to be effective must be lodged with the Company’s Share Registrar,
Computershare Investor Services Limited, by either completing the proxy form online at
www.investorvote.co.nz, mailing the proxy form to Computershare Investor Services Limited at
Private Bag 92119, Auckland 1142, or by sending your proxy form to
corporateactions@computershare.co.nz (in each case), so as to be received by no later than 48
hours before the meeting is due to begin (i.e. 2:00 p.m. Saturday, 27 September 2025).
A proxy need not be a shareholder of the Company. If you wish to appoint a director as your proxy, Mr
Paul Forno, a director of the Company, is willing to act on your behalf.
If you appoint a director of the Company as your proxy to vote on your behalf, then any undirected
proxies granted to the director will be voted in favour of the relevant resolutions.
If, in appointing a proxy, you have inadvertently not named someone to be your proxy, or your named
proxy does not attend the Annual Meeting, the Chair of the Annual Meeting will be your proxy and will
vote in accordance with your express direction.
If you return this proxy form without directing the proxy how to vote on any particular matter, the proxy
will vote as he or she thinks fit.
2. Voting restrictions
There are no voting restrictions.
By Order of the Board of Directors

Michael Stiassny, Being AI Limited
Chairman

EXPLANATORY NOTES
NZX Listing Rules (the ‘Listing Rules’) and Companies Act 1993 (the ‘Act’)
The Company is listed on the NZX Main Board and must comply with the Listing Rules and the Act. In
addition, various provisions of the Listing Rules are included in the Constitution. The Act, the
Constitution and the Listing Rules contain specific requirements which are relevant to the resolutions
comprised in this Notice.
The implications of the Listing Rules, the Act and the Constitution, insofar as they relate to
Resolutions 1 to 5, are addressed in the Explanatory Notes below.

Nature of the resolutions
The resolutions which are to be considered at the meeting are ordinary resolutions. An ordinary
resolution is a resolution passed by a simple majority of votes of shareholders of the Company,
entitled to vote and voting.

Resolution 1 — Remuneration of Auditors — Ordinary Resolution
William Buck is automatically reappointed at the Annual Meeting as the auditor of the Company
under section 207T of the Act. This resolution authorises the Board to fix the fees and expenses of the
auditor.
We also take this opportunity to thank William Buck for their assistance in working with us on the
audit of the Company.

Resolutions 2 to 5 – Election of Directors – Ordinary Resolution
Resolutions 2 to 5 relate to the election of directors who were appointed by the Board since the
Company’s last annual meeting and who, in accordance with the Constitution of the Company and
Listing Rule 2.7.1, may only hold office until the next annual shareholder meeting (where such
directors are then eligible for election). Accordingly, the shareholders of the Company are requested
to consider and, if thought fit, pass a resolution to elect each nominee as a director of the Company.
Further details regarding each director seeking election are as follows:
• Greg Cross: The Board considers that Greg Cross will be an Independent Director for the
purposes of the Listing Rules if elected to the Board. Greg is an experienced global
entrepreneur and technology executive with a focus on commercialising deep technology
research. He founded Native AI and Eighty20 AI in 2024. In 2016 he co-founded Soul Machines,
quickly establishing it as a leading artificial intelligence research company backed by
international investors. Earlier in his career, he was a founder of PowerbyProxi, a company that
was sold to Apple.

He has also been Chair of SLI Systems, Vice-Chair of Metservice and Chairman of NZTE’s
Beachhead Board. Greg was recognized by the World Economic Forum as a Technology
Pioneer for his work in the field of Artificial Intelligence in 2018 and in 2019 he was inducted
into New Zealand's Technology Hall of Fame as the recipient of the Flying Kiwi Award. Greg is
Chair of the Remuneration Committee and is also a member of the Company’s Risk & Audit
Committee. The Board supports the election of Greg Cross.

• Michael Stiassny: The Board considers that Michael Stiassny will be an Independent Director
for the purposes of the Listing Rules if elected to the Board. Michael is a pre-eminent business
advisory and restructuring specialist, holding both commerce and law degrees from the
University of Auckland. A Chartered Fellow and past President of the New Zealand Institute of
Directors, Michael has built a high-profile governance career and is currently Chairman of
Tower Limited, 2 Cheap Cars Group Limited, and Director of Tegel Group Holdings Limited and
New Talisman Gold Mines Limited. Michael Stiassny is the Chair of the Company and is also a
member of the Risk & Audit and Remuneration Committees. The Board supports the election
of Michael Stiassny.

• Paul Forno: The Board considers that Paul Forno will not be an Independent Director for the
purposes of the Listing Rules if re-elected to the Board. Paul is Chief Executive Officer of Send
Global, Acting Chief Executive Officer of the Company, and is an experienced executive,
having held senior executive positions in various other large New Zealand companies over the
past 25 years. Paul has worked in the government, not for profit, media and education sectors.
More recently, Paul has worked in the services sector, running his own consultancy business.
In addition to his senior executive positions, he has also held a number of directorships in
companies across New Zealand. Paul has been responsible for driving several significant
change management programmes and is known for his down-to-earth approach, and as a
leader that gets the best out of his team members. Outside of his professional career, Paul
enjoys spending time with his wider family, the outdoors, renovating properties and
contributing to various not for profit organisations. The Board supports the election of Paul
Forno.

• Steve Phillips: The Board considers that Steve Phillips will be an Independent Director for the
purposes of the Listing Rules if elected to the Board. Steve has a forty-year career in Chief
Executive Officer, Managing Director and governance positions including as a chair, director
and audit committee chair of numerous public and private entities. His expertise in strategic
planning and facilitation led him to work with Cin7, Brierley Investments, Blue Star Group, G3
Group Limited, Boise Corporation, U.S. Office Products, Ngai Takatu Iwi, Te Runanga O
Whaingaroa and many minor entities. Steve retired from his last governance position in 2020.
Steve Phillips is Chair of the Company’s Risk & Audit Committee. He is also a member of the
Remuneration Committee. The Board supports the election of Steve Phillips.

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VIRTUAL MEETING
Being AI will be conducting its Annual Meeting as a virtual meeting only using Computershare’s Meeting Platform
https://meetnow.global/nz. No physical place of meeting will be made available.
How to Vote on Items of Business
Appointing a proxy
All shareholders of the Company entitled to attend and vote at the meeting are
entitled to appoint a proxy to attend and vote for them instead by signed notice in
writing. A proxy need not be a shareholder of the Company. If you appoint a proxy,
you may either direct your proxy how to vote for you on some or all resolutions or
you may give your proxy discretion to vote as he or she sees fit. If you wish to
give your proxy discretion, then you must mark the appropriate boxes on the form
to grant your proxy that discretion. If you do not tick any box for a particular
resolution, then the proxy will vote as he or she sees fit.
If you do not name a person as your proxy or your named proxy does not
attend the meeting, the Chair of the Meeting will be appointed your proxy and
will vote in accordance with your express direction. The Chair of the Meeting
intends to vote any undirected proxies held by him in favour of the Resolutions.
Shareholders that have appointed a proxy may still attend the meeting but will
not be able to vote as a proxy has been appointed.
Attending the meeting virtually
To attend the meeting online, please read the enclosed Virtual Meeting Guide
prior to the meeting. You can participate in the meeting virtually through the web
platform https://meetnow.global/nz. You will be able to view presentations, ask
questions and cast your vote from your own computer, mobile or similar device.
For any assistance with the process, please contact Computershare on
+64 9 488 8777 between 8.30am - 5.00pm Monday to Friday.
Ordinary Resolutions
The resolutions will be passed if approved by ordinary resolutions at the Annual
Meeting. An ordinary resolution means a resolution passed by a simple majority of
the votes of shareholders of the Company entitled to vote and voting on the
resolutions.
Voting Restrictions
There are no voting restrictions.
Signing Instructions
Individual
Where the holding is in one name, the shareholder must sign.
Joint Holding
Where the holding is in more than one name, all of the shareholders should
sign (on behalf of all shareholders). In the case of joint shareholders, if the
shareholders appoint different proxies, the vote of the proxy appointed by the
first shareholder will be counted.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the
power of attorney (unless already deposited with the Company) and a signed
certificate of non-revocation of the power of attorney must be produced to the
Company with this Proxy Form.
Companies
This form should be signed by a Director jointly with another Director, or a
Sole Director can sign alone. Please sign in the appropriate place and indicate
the office held.
Comments & Questions
If you have any comments or questions for the company, please write them on
a separate sheet of paper and return with this form.
Turn over to complete the form to vote
Proxy/Voting Form
Being AI Limited
Your secure access information
Control Number: CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and postcode or country of residence (if outside New Zealand)
to securely access InvestorVote and then follow the prompts to lodge your vote or appoint your proxy online.
www.investorvote.co.nz
Lodge your vote or appoint your proxy online, 24 hours a day, 7 days a week:
Smartphone?
Scan the QR code to vote now.
For your proxy or vote to be effective it must be received by 2.00 pm on Saturday, 27 September 2025.
Lodge your postal vote or proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz

If you mark any of the PROXY DISCRETION boxes above you must appoint a proxy. This may be the chairman or any director if you so wish.
Contact Name Contact Daytime Telephone Date
or Sole Director/Director or Director (if more than one)
Shareholder 1Shareholder 2Shareholder 3
Signature of Shareholder(s) This section must be completed.
SIGN
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the directions in Step 2 at the Annual Meeting of Shareholders of
Being AI Limited on Monday, 29 September 2025 at 2.00 pm and at any adjournment of that meeting.
If your proxy is not the Chairman of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone
and email address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone): and (Email):
Appointment of Proxy
STEP 1
hereby appoint
I/We being a shareholder/s of Being AI Limited
of
or failing him/herof
Elect Electronic Communications
Email Address
(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)
Want to receive your communications quickly? Elect electronic communications by providing your email address below
Proxy/Voting Form
AgainstFor
Proxy
Discretion
Abstain
Resolutions
To consider, and if thought fit, to pass the following ordinary resolutions:
Resolution 1. Remuneration of Auditors
To authorise the Board to fix the remuneration of the Company’s auditors for the forthcoming year.
Resolution 2.Election of Greg Cross as Director
That Greg Cross be elected as a director of the Company.
Resolution 3.Election of Michael Stiassny as Director
That Michael Stiassny be elected as a director of the Company.
Resolution 4.Election of Paul Forno as Director
That Paul Forno be elected as a director of the Company.
Resolution 5.Election of Steve Phillips as Director
That Steve Phillips be elected as a director of the Company.
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf your votes will not be counted in computing the required majority. If
you return this form without directing the proxy how to vote on any particular matter, the proxy will vote as he or she thinks fit.
Items of Business
STEP 2

---

VIRTUAL MEETING
Being AI will be conducting its Annual Meeting as a virtual meeting only using Computershare’s Meeting Platform
https://meetnow.global/nz. No physical place of meeting will be made available.
How to Vote on Items of Business
Appointing a proxy
All shareholders of the Company entitled to attend and vote at the meeting are
entitled to appoint a proxy to attend and vote for them instead by signed notice in
writing. A proxy need not be a shareholder of the Company. If you appoint a proxy,
you may either direct your proxy how to vote for you on some or all resolutions or
you may give your proxy discretion to vote as he or she sees fit. If you wish to
give your proxy discretion, then you must mark the appropriate boxes on the form
to grant your proxy that discretion. If you do not tick any box for a particular
resolution, then the proxy will vote as he or she sees fit.
If you do not name a person as your proxy or your named proxy does not
attend the meeting, the Chair of the Meeting will be appointed your proxy and
will vote in accordance with your express direction. The Chair of the Meeting
intends to vote any undirected proxies held by him in favour of the Resolutions.
Shareholders that have appointed a proxy may still attend the meeting but will
not be able to vote as a proxy has been appointed.
Attending the meeting virtually
To attend the meeting online, please read the enclosed Virtual Meeting Guide
prior to the meeting. You can participate in the meeting virtually through the web
platform https://meetnow.global/nz. You will be able to view presentations, ask
questions and cast your vote from your own computer, mobile or similar device.
For any assistance with the process, please contact Computershare on
+64 9 488 8777 between 8.30am - 5.00pm Monday to Friday.
Ordinary Resolutions
The resolutions will be passed if approved by ordinary resolutions at the Annual
Meeting. An ordinary resolution means a resolution passed by a simple majority of
the votes of shareholders of the Company entitled to vote and voting on the
resolutions.
Voting Restrictions
There are no voting restrictions.
Signing Instructions
Individual
Where the holding is in one name, the shareholder must sign.
Joint Holding
Where the holding is in more than one name, all of the shareholders should
sign (on behalf of all shareholders). In the case of joint shareholders, if the
shareholders appoint different proxies, the vote of the proxy appointed by the
first shareholder will be counted.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the
power of attorney (unless already deposited with the Company) and a signed
certificate of non-revocation of the power of attorney must be produced to the
Company with this Proxy Form.
Companies
This form should be signed by a Director jointly with another Director, or a
Sole Director can sign alone. Please sign in the appropriate place and indicate
the office held.
Comments & Questions
If you have any comments or questions for the company, please write them on
a separate sheet of paper and return with this form.
Turn over to complete the form to vote
Proxy/Voting Form
Being AI Limited
Your secure access information
Control Number: CSN/Shareholder Number:
PLEASE NOTE: You will need your CSN/Shareholder Number and postcode or country of residence (if outside New Zealand)
to securely access InvestorVote and then follow the prompts to lodge your vote or appoint your proxy online.
www.investorvote.co.nz
Lodge your vote or appoint your proxy online, 24 hours a day, 7 days a week:
Smartphone?
Scan the QR code to vote now.
For your proxy or vote to be effective it must be received by 2.00 pm on Saturday, 27 September 2025.
Lodge your postal vote or proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz

If you mark any of the PROXY DISCRETION boxes above you must appoint a proxy. This may be the chairman or any director if you so wish.
Contact Name Contact Daytime Telephone Date
or Sole Director/Director or Director (if more than one)
Shareholder 1Shareholder 2Shareholder 3
Signature of Shareholder(s) This section must be completed.
SIGN
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the directions in Step 2 at the Annual Meeting of Shareholders of
Being AI Limited on Monday, 29 September 2025 at 2.00 pm and at any adjournment of that meeting.
If your proxy is not the Chairman of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone
and email address). If this information is not provided, we cannot guarantee remote admission to the virtual meeting for your proxy.
Proxy contact Details (Phone): and (Email):
Appointment of Proxy
STEP 1
hereby appoint
I/We being a shareholder/s of Being AI Limited
of
or failing him/herof
Elect Electronic Communications
Email Address
(By providing an email address above it is acknowledged that all communications for my portfolio will be received electronically where offered)
Want to receive your communications quickly? Elect electronic communications by providing your email address below
Proxy/Voting Form
AgainstFor
Proxy
Discretion
Abstain
Resolutions
To consider, and if thought fit, to pass the following ordinary resolutions:
Resolution 1. Remuneration of Auditors
To authorise the Board to fix the remuneration of the Company’s auditors for the forthcoming year.
Resolution 2.Election of Greg Cross as Director
That Greg Cross be elected as a director of the Company.
Resolution 3.Election of Michael Stiassny as Director
That Michael Stiassny be elected as a director of the Company.
Resolution 4.Election of Paul Forno as Director
That Paul Forno be elected as a director of the Company.
Resolution 5.Election of Steve Phillips as Director
That Steve Phillips be elected as a director of the Company.
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf your votes will not be counted in computing the required majority. If
you return this form without directing the proxy how to vote on any particular matter, the proxy will vote as he or she thinks fit.
Items of Business
STEP 2